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Adobe Has Little Downside in Merger Rumors

A merger might not be ideal, but Adobe shareholders could win big if a merger does happen.

Over the past few days, we've gone from rumors that Microsoft(Nasdaq: MSFT) is making a bid to buy Adobe Systems(Nasdaq: ADBE) to analysts doubting the combo would happen. No matter what happens, investors should be prepared for the implications of the two exploring strategic options, so let's go through the three possible outcomes and what it means for shareholders.

Microsoft + AdobeThrowing antitrust issues aside for now -- and there are many -- I see this combo as an exciting, scary, and puzzling combo for the PC and mobile market. Adobe would give Microsoft Flash and also the Creative Suite line, which accounts for more than half of Adobe's revenue. I can hear creatives around the country pounding their desks already.

But why would Microsoft really want to own Flash? Google(Nasdaq: GOOG) and Apple(Nasdaq: AAPL) are both pushing HTML 5, and Microsoft has spent years developing Silverlight. The Creative Suite makes a bit of sense as Macintosh has long been the platform of choice for creative developers, and maybe, just maybe, PCs could take more of the action. The best argument being made is that they both have a common enemy, Apple. Below are a few products Apple is competing with Adobe on, although they're not always in direct competition.

Task

Adobe offers

Apple offers

Photo Editing

Photoshop

Aperture

Video Editing

Premier Pro

Final Cut Studio

Multimedia

Flash

HTML 5 (supported by Apple)

The integration problems are what make this deal a little bit of a head scratcher. Microsoft doesn't have a great acquisition track record, and cultures would likely not mesh well. If a buyout happens I see this as a win for Adobe because of the premium it will demand, and a loss for Microsoft.

Adobe ends up aloneA likely resolution is Adobe ending up exactly where it is today, possibly with some strategic alliance. To me, this is probably the best solution for consumers and developers who use Adobe products, but may not be best for shareholders. Adobe's stock dropped in September on disappointing sales forecast as the education market cut back on spending, giving the market doubts about the company. Adobe has a strong position in the creative market, but Flash is likely on its way out as HTML 5 picks up, and Adobe doesn't have the scale or power to compete with the quickly consolidating software industry. With that broad consolidation, it's likely some sort of alliance pops out of this mess for Adobe. Maybe it's Microsoft, but if Flash can't find a big backer in the software and hardware space, it appears to be dead competing against Apple and Google.

Since Adobe's stock has pulled back halfway to its price before the rumors began, I don't see much downside for the stock if a deal doesn't happen.

A bidding war ensuesThis may be a long shot given analyst reaction on Friday, but there's a possibility more buyers could emerge, like with 3Par a few months ago. If Microsoft is serious, it obviously has the ammo to outbid anyone, but some interesting bidders could arise. Google has been mentioned as a possible bidder, which makes more sense than Microsoft in some ways. Omniture would fit with Google, and Adobe is a power in web publishing. I'm trying to convince myself Google would be a great buyer, but it just doesn't seem to quite add up to me. Adobe's just too big an acquisition, and the benefits are not enough to justify any high premium needed to scoop Adobe up.

Other software peers are more of a long shot. Intuit(Nasdaq: INTU) and Autodesk(Nasdaq: ADSK) may be able to use the Creative Suite but don't appear to be natural fits for the rest of Adobe's business. Also, neither company is large enough to swing much of a premium. For example, Autodesk is only half Adobe's size; an Adobe buyout of Autodesk might actually be the more conceivable situation.

Chalk this one up as plausible, with a huge upside for Adobe if another buyer emerges.

The Foolish bottom lineNow that Adobe's stock has fallen back down to near pre-rumor levels, I don't see much risk for shareholders if more rumors emerge. This could be a case where the worst thing that happens is the status quo giving investors essentially a free call option on a merger.

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